Post Spin-Off Documents definition

Post Spin-Off Documents means (a) a separation and distribution agreement, tax sharing agreement, transition services agreement, employee matters agreement, and other agreements reasonably acceptable to the Administrative Agent relating to the Post Spin-Off, and (b) one or more merger agreements, purchase agreements, contribution agreements or other similar agreements reasonably acceptable to the Administrative Agent pursuant to which Post US may become a subsidiary of Post, the Borrower may become a subsidiary of Holdco, and/or certain other internal reorganization transactions occur for the purpose of isolating the Post Business prior to the Distribution Date.
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Post Spin-Off Documents means (i) the Separation and Distribution Agreement, dated as of February 3, 2011, among the Borrower, Post and Post US, (ii) the Transition Services Agreement, dated as of February 3, 2012, among the Borrower and Post, (iii) the Tax Allocation Agreement, dated as of February 3, 2012, among the Borrower and Post, (iv) the Shareholder’s and Registration Rights Agreement, dated as of February 3, 2012, among the Borrower and Post, and (v) the Employee Matters Agreement, dated as of February 3, 2012 among the Borrower and Post, each as in effect on the Effective Date, or as is otherwise amended in a manner that is not materially adverse to the Lenders.
Sample 1

Examples of Post Spin-Off Documents in a sentence

  • The Borrower shall not, nor shall it permit any Subsidiary to, (a) permit any amendment or modification to be made to its certificate or articles of incorporation or by-laws which is materially adverse to the interests of the Lenders (it being agreed that any such changes required under the Post Spin-Off Documents are not materially adverse to the interests of the Lenders) or (b) change its Fiscal Year to end on any date other than September 30 of each year.

Related to Post Spin-Off Documents

  • Spin-Off Documents means the Separation and Distribution Agreement, the Indemnity Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Agreement and the Trademark License Agreement and the documents evidencing Indebtedness in respect of the Distribution Date Payment and the Post-Distribution Debt Payment, together with any other agreements, instruments or other documents entered into in connection with any of the foregoing, each as amended from time to time.

  • RFP Documents means the following documents to be entered into by the parties to the respective agreements in connection with the supply of power:

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Spin-Off Date means the date on which the Spin-Off occurs.

  • Transfer Documents shall have the meaning set forth in Section 2.1(b).

  • Traveling Companion means a person or persons with whom the Insured has coordinated travel arrangements and intends to travel with during the Trip. A group or tour leader is not considered a traveling companion unless the Insured is sharing room accommodations with the group or tour leader.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Travelling Companion means an individual or individuals travelling with the Insured/Insured Person, provided that, the Insured and such individual(s) are travelling to the same destination and on the same date and such individual(s) is/are also insured under this Policy. For the purpose of this definition, any individual(s) forming part of a group travelling on a tour arranged by a Travel Agent or a tour operator shall not be considered as Travelling Companion, unless the individual(s) is/are part of the family of the Insured/Insured Person.

  • L/C Related Documents has the meaning specified in Section 2.06(b)(i).

  • Files and Records means all files and records of Seller relating to the Business, whether in hard copy or magnetic or other format including customer and supplier lists and records; equipment maintenance records; equipment warranty information; plant plans, specifications and drawings; sales and advertising material; computer software; technical and research analyses; engineering, sales, marketing and other studies, data and plans; bid information; quality assurance records; and records relating to those employees of Seller who may become employed by Purchaser following the Closing.

  • Privileged Documents means any documents that are Attorney-Client Privilege Documents and/or Work Product Privilege Documents.

  • Schedule of Documents means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Sale Agreement, the Funding Agreement and the other Related Documents and the transactions contemplated thereunder, substantially in the form attached as Annex Y to the Funding Agreement and the Sale Agreement.

  • Company Operating Agreement means that certain Eighth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 20, 2013, as the same may be amended from time to time.

  • Permitted Special Servicer/Affiliate Fees Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.

  • Partnership Documents means (a) all Subject Instruments and (b) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, leases or other instruments or agreements to which the Partnership or any of its subsidiaries is a party or by which the Partnership or any of its subsidiaries is bound or to which any of the property or assets of the Partnership or any of its subsidiaries is subject that solely in the case of this clause (b), are material with respect to the Partnership and its subsidiaries taken as a whole.

  • Sub-Servicing Agreement The written contract between the Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02.

  • Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.

  • National City Servicing Agreement Solely with respect to the National City Mortgage Loans, the Master Seller’s Warranties and Servicing Agreement, dated as of October 1, 2001, between the Transferor and National City, as the same may be amended from time to time, and any assignments and conveyances related to the National City Mortgage Loans.

  • Purchased Asset Documents means, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for such Purchased Asset.

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Reconstitution Agreements The agreement or agreements entered into by the Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans sold hereunder, in connection with a Whole Loan Transfer, Agency Transfer or a Securitization Transaction pursuant to Section 13, including, but not limited to, a seller's warranties and servicing agreement with respect to a Whole Loan Transfer, and a pooling and servicing agreement and/or seller/servicer agreements and related custodial/trust agreement and documents with respect to a Securitization Transaction.

  • Documents includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

  • Seller Documents shall have the meaning set forth in Section 4.2.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:

  • Cooperative Loan Documents As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original executed Security Agreement and the assignment of the Security Agreement endorsed in blank; (iii) the original executed Proprietary Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been filed in all places required to perfect the security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC-3 financing statements (or copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation).